8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 28, 2012

DYCOM INDUSTRIES, INC.

(Exact name of Registrant as specified in its charter)

Florida	001-10613	59-1277135
(State or other jurisdiction) of incorporation)	(Commission file number)	(I.R.S. employer identification no.)

11770 U.S. Highway One, Suite 101

Palm Beach Gardens, Florida 33408

(Address of principal executive offices) (Zip Code)

(561) 627-7171

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c))

Item 2.02 Results of Operations and Financial Condition.

On February 28, 2012, Dycom Industries, Inc. (the “Company”) issued a press release reporting fiscal 2012 second quarter results.  Additionally, on February 29, 2012, the Company made available related materials to be discussed during the Company’s webcast and conference call referred to in such press release. A copy of the press release and  related conference call materials are furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

The press release and related materials contain the financial measures of Adjusted EBITDA, Non-GAAP net income (loss), Non-GAAP earnings (loss) per common share, and certain amounts relating to organic revenue, which are non-GAAP financial measures within the meaning of Regulation G promulgated by the Securities and Exchange Commission. Adjusted EBITDA, defined by the Company as earnings before interest, taxes, depreciation and amortization, gain on sale of fixed assets, stock-based compensation expense, loss on debt extinguishment, and acquisition related costs, is not a recognized term under generally accepted accounting principles ("GAAP") and does not purport to be an alternative to net income, operating cash flows, or a measure of earnings. Non-GAAP net income (loss) and Non-GAAP earnings (loss) per share are not recognized terms under GAAP and do not purport to be alternatives to GAAP net income (loss) and GAAP earnings (loss) per share. Organic revenue is not a recognized term under GAAP and does not purport to be an alternative to GAAP contract revenue. Because all companies do not use identical calculations, the presentation of these non-GAAP financial measures may not be comparable to other similarly titled measures of other companies. The Company believes these non-GAAP financial measures provide information that is useful to the Company’s investors. The Company believes that this information is helpful in understanding period-over-period operating results separate and apart from items that may, or could, have a disproportionate impact on the Company’s results of operations in any particular period. Additionally, the Company uses these non-GAAP financial measures to evaluate its past performance and prospects for future performance.

The information in the preceding paragraphs, as well as Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section. It may only be incorporated by reference into another filing under the Exchange Act or the Securities Act of 1933 (the “Securities Act”) if such subsequent filing specifically references this Current Report on Form 8-K.

Item 7.01 Regulation FD Disclosure.

On February 28, 2012, the Company issued a press release reporting fiscal 2012 second quarter results.  Additionally, on February 29, 2012, the Company made available related materials to be discussed during the Company’s webcast and conference call referred to in such press release. A copy of the press release and related conference call materials are furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

The press release and related materials contain the financial measures of Adjusted EBITDA, Non-GAAP net income (loss), Non-GAAP earnings (loss) per common share, and certain amounts relating to organic revenue, which are non-GAAP financial measures within the meaning of Regulation G promulgated by the Securities and Exchange Commission. Adjusted EBITDA, defined by the Company as earnings before interest, taxes, depreciation and amortization, gain on sale of fixed assets, stock-based compensation expense, loss on debt extinguishment, and acquisition related costs, is not a recognized term under generally accepted accounting principles ("GAAP") and does not purport to be an alternative to net income, operating cash flows, or a measure of earnings. Non-GAAP net income (loss) and Non-GAAP earnings (loss) per share are not recognized terms under GAAP and do not purport to be alternatives to GAAP net income (loss) and GAAP earnings (loss) per share. Organic revenue is not a recognized term under GAAP and does not purport to be an alternative to GAAP contract revenue. Because all companies do not use identical calculations, the presentation of these non-GAAP financial measures may not be comparable to other similarly titled measures of other companies. The Company believes these non-GAAP financial measures provide information that is useful to the Company’s investors. The Company believes that this information is helpful in understanding period-over-period operating results separate and apart from items that may, or could, have a disproportionate impact on the Company’s results of operations in any particular period. Additionally, the Company uses these non-GAAP financial measures to evaluate its past performance and prospects for future performance.

The information in the preceding paragraphs, as well as Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. It may only be incorporated by reference into another filing under the Exchange Act or Securities Act if such subsequent filing specifically references this Current Report on Form 8-K.

Forward Looking Statements

This Current Report on Form 8-K contains forward-looking statements as contemplated by the 1995 Private Securities Litigation Reform Act, including statements with respect to the Company’s fiscal 2012 results. These statements are based on management’s current expectations, estimates and projections. Forward-looking statements are subject to risks and uncertainties that may cause actual results in the future to differ materially from the results projected or implied in any forward-looking statements contained in this Current Report on Form 8-K. Such risks and uncertainties include: business and economic conditions in the telecommunications industry affecting our customers, the adequacy of our insurance and other reserves and allowances for doubtful accounts, whether the carrying value of our assets may be impaired, the impact of any future acquisitions, the anticipated outcome of other contingent events, including litigation, liquidity needs and the availability of financing, as well as other risks detailed in the Company’s other filings with the Securities and Exchange Commission. These filings are available on a web site maintained by the Securities and Exchange Commission at http://www.sec.gov. The Company does not undertake to update forward looking statements except as required by law.

2

Item 9.01 Financial Statement and Exhibits.

(d) Exhibits

99.1	Press release dated February 28, 2012 by Dycom Industries, Inc. announcing fiscal 2012 second quarter results.
99.2	Slide presentation relating to the webcast and conference call held on February 29, 2012 regarding the Company’s fiscal 2012 second quarter results.

3

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: February 29, 2012

DYCOM INDUSTRIES, INC. (Registrant)
By:	/s/ Richard B. Vilsoet
	Name:	Richard B. Vilsoet
	Title:	Vice President, General Counsel and Corporate Secretary

4

EX-99.1

Exhibit 99.1

N E W S    R E L E A S E

FOR IMMEDIATE RELEASE Contact: Steven E. Nielsen, President and CEO H. Andrew DeFerrari, Senior Vice President and CFO (561) 627-7171

February 28, 2012

DYCOM INDUSTRIES, INC. ANNOUNCES FISCAL 2012 SECOND QUARTER RESULTS

Palm Beach Gardens, Florida, February 28, 2012 – Dycom Industries, Inc. (NYSE: DY) announced today its results for the second quarter ended January 28, 2012.

The Company reported:

·   Contract revenues of $267.4 million for the quarter ended January 28, 2012, compared to $218.2 million for the quarter ended January 29, 2011, an increase of 19.2% after adjusting for revenues in each period from businesses acquired during the second quarter of fiscal 2011;

·   Adjusted EBITDA (Non-GAAP) of $24.7 million for the quarter ended January 28, 2012, compared to $16.2 million for the quarter ended January 29, 2011; and

·   Net income on a GAAP basis of $3.5 million, or $0.10 per common share diluted, for the quarter ended January 28, 2012, compared to a net loss on a GAAP basis of $5.1 million, or $0.14 loss per common share diluted, for the quarter ended January 29, 2011. On a Non-GAAP basis, the net loss for the quarter ended January 29, 2011 was $1.2 million, or $0.03 per common share diluted.  This Non-GAAP net loss excludes a $5.7 million pre-tax loss on debt extinguishment associated with the Company’s fiscal 2011 tender offer for its 8.125% senior subordinated notes due 2015, and $0.2 million in pre-tax acquisition related costs.

The Company also reported:

·   Contract revenues of $587.0 million for the six months ended January 28, 2012, compared to $479.8 million for the six months ended January 29, 2011, an increase of 17.8% after adjusting for revenues in each period from businesses acquired during the second quarter of fiscal 2011;

·   Adjusted EBITDA (Non-GAAP) of $65.1 million for the six months ended January 28, 2012, compared to $46.6 million for the six months January 29, 2011; and

·   Net income on a GAAP basis of $16.5 million, or $0.48 per common share diluted, for the six months ended January 28, 2012, compared to $1.7 million, or $0.05 per common share diluted, for the six months ended January 29, 2011. On a Non-GAAP basis, net income for the six months ended January 29, 2011 was $5.5 million, or $0.15 per common share diluted. Non-GAAP net income for the six months ended January 29, 2011 excludes a $5.7 million pre-tax loss on debt extinguishment associated with the Company’s fiscal 2011 tender offer for its 8.125% senior subordinated notes due 2015, and $0.2 million in pre-tax acquisition related costs.

The Company has defined Adjusted EBITDA (Non-GAAP) as earnings before interest, taxes, depreciation and amortization, gain on sale of fixed assets, stock-based compensation expense, loss on debt extinguishment, and acquisition related costs. See the accompanying tables which present a reconciliation of GAAP to Non-GAAP financial information.

A conference call to review the Company’s results will be hosted at 9 a.m. (ET), Wednesday, February 29, 2012; call 800-553-5260 (United States) or 612-332-0820 (International) ten minutes before the conference call begins and ask for the “Dycom Results” conference call.A live webcast of the conference call, along with related materials, will be available at http://www.dycomind.com under the heading “Events.”  The conference call materials will be available at approximately 8 a.m. (ET) on February 29, 2012. If you are unable to attend the conference call at the scheduled time, a replay of the live webcast and the conference call materials will be available at http://www.dycomind.com until Friday, March 30, 2012.

Dycom is a leading provider of specialty contracting services throughout the United States.  These services include engineering, construction, maintenance and installation services to telecommunications providers, underground facility locating services to various utilities including telecommunications providers, and other construction and maintenance services to electric and gas utilities and others.

The Company reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). The Company believes that the presentation of certain Non-GAAP financial measures in this press release provides information that is useful to investors because it allows for a more direct comparison of the Company’s performance for the period with the Company’s performance in the comparable prior-year period.  The Company cautions that Non-GAAP financial measures should be considered in addition to, but not as a substitute for, the Company’s reported GAAP results.

Fiscal 2012 second quarter results are preliminary and are unaudited.  This press release may contain forward-looking statements as contemplated by the 1995 Private Securities Litigation Reform Act.  These statements are based on management’s current expectations, estimates and projections.  Forward-looking statements are subject to risks and uncertainties that may cause actual results in the future to differ materially from the results projected or implied in any forward-looking statements contained in this press release.  Such risks and uncertainties include business and economic conditions and trends in the telecommunications industry affecting our customers, the adequacy of our insurance and other reserves and allowances for doubtful accounts, whether the carrying value of our assets may be impaired, the future impact of any acquisitions or dispositions, the anticipated outcome of other contingent events, including litigation, liquidity and other financial needs, the availability of financing, and the other risks detailed in our filings with the Securities and Exchange Commission.  The Company does not undertake to update forward-looking statements.

---Tables Follow---

NYSE: "DY"
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
January 28, 2012 and July 30, 2011
Unaudited
	January 28,		July 30,
	2012		2011
ASSETS	(Dollars in thousands)
CURRENT ASSETS:
Cash and equivalents	$	86,195	$	44,766
Accounts receivable, net		102,698		138,552
Costs and estimated earnings in excess of billings		83,493		90,855
Inventories		30,263		20,558
Deferred tax assets, net		15,393		15,957
Income taxes receivable		4,437		8,685
Other current assets		12,641		10,938
Total current assets		335,120		330,311
PROPERTY AND EQUIPMENT, NET		156,315		149,439
GOODWILL		174,849		174,849
INTANGIBLE ASSETS, NET		52,972		56,279
OTHER		12,846		13,877
TOTAL NON-CURRENT ASSETS		396,982		394,444
TOTAL ASSETS	$	732,102	$	724,755
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	31,602	$	39,399
Current portion of debt		167		232
Billings in excess of costs and estimated earnings		1,307		749
Accrued insurance claims		24,999		26,092
Other accrued liabilities		41,355		52,041
Total current liabilities		99,430		118,513
LONG-TERM DEBT		187,500		187,574
ACCRUED INSURANCE CLAIMS		22,642		23,344
DEFERRED TAX LIABILITIES, NET NON-CURRENT		42,883		39,923
OTHER LIABILITIES		3,752		3,550
Total liabilities		356,207		372,904
Total Stockholders' Equity		375,895		351,851
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	732,102	$	724,755

NYSE: "DY"
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Unaudited
	Three Months			Three Months			Six Months			Six Months
	Ended			Ended			Ended			Ended
	January 28,			January 29,			January 28,			January 29,
	2012			2011			2012			2011
	(Dollars in thousands, except per share amounts)
Contract revenues	$	267,407		$	218,203		$	586,981		$	479,787
Costs of earned revenues, excluding depreciation and amortization		220,239			181,621			475,426			390,943
General and administrative expenses (1)		24,275			21,835			49,633			44,660
Depreciation and amortization		15,528			15,787			31,486			31,403
Total		260,042			219,243			556,545			467,006
Interest income		8			34			25			63
Interest expense		(4,185	)		(3,773	)		(8,375	)		(7,481	)
Loss on debt extinguishment		-			(5,738	)		-			(5,738	)
Other income, net		2,357			2,207			5,317			3,964
Income (loss) before income taxes		5,545			(8,310	)		27,403			3,589
Provision (benefit) for income taxes		2,060			(3,216	)		10,952			1,936
Net income (loss)	$	3,485		$	(5,094	)	$	16,451		$	1,653
Earnings (loss) per common share:
Basic earnings (loss) per common share	$	0.10		$	(0.14	)	$	0.49		$	0.05
Diluted earnings (loss) per common share	$	0.10		$	(0.14	)	$	0.48		$	0.05
Shares used in computing income (loss) per common share:
Basic		33,759,015			35,221,017			33,633,596			36,343,068
Diluted		34,636,520			35,221,017			34,431,419			36,566,672
(1) Includes stock-based compensation expense of $1.6 million and $3.0 million for the three and six months ended January 28, 2012, respectively, and $1.0 million and $1.8 million for the three and six months ended January 29, 2011, respectively.

NYSE: "DY"
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP INFORMATION
Unaudited
	Three Months		Three Months			Six Months		Six Months
	Ended		Ended			Ended		Ended
	January 28,		January 29,			January 28,		January 29,
	2012		2011			2012		2011
	(Dollars in thousands, except per share amounts)
Pre-Tax Reconciling Items decreasing net income (loss)
Loss on debt extinguishment	$	-	$	(5,738	)	$	-	$	(5,738	)
Acquisition related costs		-		(223	)		-		(223	)
Total Reconciling Items	$	-	$	(5,961	)	$	-	$	(5,961	)
GAAP net income (loss)	$	3,485	$	(5,094	)	$	16,451	$	1,653
Adjustment for Reconciling Items above, net of tax		-		3,875			-		3,875
Non-GAAP net income (loss)	$	3,485	$	(1,219	)	$	16,451	$	5,528
Earnings (loss) per common share:
Basic earnings (loss) per common share  - GAAP	$	0.10	$	(0.14	)	$	0.49	$	0.05
Adjustment for Reconciling Items above, net of tax		-		0.11			-		0.11
Basic earnings (loss) per common share - Non-GAAP	$	0.10	$	(0.03	)	$	0.49	$	0.15
Diluted earnings (loss) per common share - GAAP	$	0.10	$	(0.14	)	$	0.48	$	0.05
Adjustment for Reconciling Items above, net of tax		-		0.11			-		0.11
Diluted earnings (loss) per common share - Non-GAAP	$	0.10	$	(0.03	)	$	0.48	$	0.15
Earnings (loss) per share amounts may not add due to rounding.
Shares used in computing GAAP and Non-GAAP earnings (loss) per common share and adjustment for Reconciling Items above:
Basic		33,759,015		35,221,017			33,633,596		36,343,068
Diluted		34,636,520		35,221,017			34,431,419		36,566,672

NYSE: "DY"
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP INFORMATION
Unaudited
(continued)
The below table presents the Non-GAAP financial measure of Adjusted EBITDA for the three and six months ended January 28, 2012 and January 29, 2011 and a reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure.
	Three Months			Three Months			Six Months			Six Months
	Ended			Ended			Ended			Ended
	January 28,			January 29,			January 28,			January 29,
	2012			2011			2012			2011
	(Dollars in thousands)
Reconciliation of Net income to Adjusted EBITDA (Non-GAAP):
Net income	$	3,485		$	(5,094	)	$	16,451		$	1,653
Interest expense, net		4,177			3,739			8,350			7,418
Provision for income taxes		2,060			(3,216	)		10,952			1,936
Depreciation and amortization expense		15,528			15,787			31,486			31,403
Earnings Before Interest, Taxes, Depreciation & Amortization ("EBITDA")		25,250			11,216			67,239			42,410
Gain on sale of fixed assets		(2,220	)		(1,980	)		(5,139	)		(3,510	)
Stock-based compensation expense		1,642			981			2,968			1,772
Loss on debt extinguishment		-			5,738			-			5,738
Acquisition related costs		-			223			-			223
Adjusted EBITDA (Non-GAAP)	$	24,672		$	16,178		$	65,068		$	46,633

NYSE: "DY"
DYCOM INDUSTRIES, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP INFORMATION
Unaudited
(continued)
The below table presents the reconciliation of contract revenues adjusted for revenues from businesses acquired in the second quarter of fiscal 2011, and the change from the comparable prior year period.
	Contract Revenues - GAAP		Revenues from businesses acquired in the second quarter of fiscal 2011			Contract Revenues - Non-GAAP		% Growth - GAAP			% Growth - Non-GAAP
	(Dollars in thousands)
Three Months Ended January 28, 2012	$	267,407	$	(13,633	)	$	253,774		22.5	%		19.2	%
Three Months Ended January 29, 2011	$	218,203	$	(5,258	)	$	212,945
Six Months Ended January 28, 2012	$	586,981	$	(28,101	)	$	558,880		22.3	%		17.8	%
Six Months Ended January 29, 2011	$	479,787	$	(5,258	)	$	474,529

EX-99.2

Exhibit 99.2

Fiscal 2012

2nd Quarter Presentation

February 29, 2012

1

Participants

Steven E. Nielsen
President & Chief Executive Officer

Timothy R. Estes

Chief Operating Officer

H. Andrew DeFerrari
Chief Financial Officer

Richard B. Vilsoet
General Counsel

2

Forward-Looking Statements and
Non-GAAP Information

Forward-Looking Statements and
Non-GAAP Information

Fiscal 2012 second quarter results are unaudited. This presentation contains “forward-looking statements”
which are statements relating to future events, future financial performance, strategies, expectations, and
competitive environment.All statements, other than statements of historical facts, contained in this
presentation, including statements regarding our future financial position, future revenue, prospects, plans and
objectives of management, are forward-looking statements.Words such as “believe,” “expect,” “anticipate,”
“estimate,” “intend,” “forecast,” “may,” “should,” “could,” “project,” “looking ahead” and similar expressions, as
well as statements in future tense, identify forward-looking statements. You should not read forward looking
statements as a guarantee of future performance or results.They will not necessarily be accurate indications of
whether or at what time such performance or results will be achieved.Forward-looking statements are based
on information available at the time those statements are made and/or management’s good faith belief at that
time with respect to future events.Such statements are subject to risks and uncertainties that could cause
actual performance or results to differ materially from those expressed in or suggested by the forward-looking
statements.Important factors that could cause such differences include, but are not limited to factors described
under Item 1A, “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended July 30, 2011,
and other risks outlined in the Company’s periodic filings with the Securities and Exchange Commission
(“SEC”). The forward-looking statements in this presentation are expressly qualified in their entirety by this
cautionary statement. Except as required by law, the Company may not update forward-looking statements
even though its situation may change in the future.

This presentation includes certain “Non-GAAP” financial measures as defined by SEC rules. We believe that the
presentation of certain Non-GAAP financial measures provides information that is useful to investors because it
allows for a more direct comparison of our performance for the period with our performance in the comparable
prior-year periods. As required by the SEC, we have provided a reconciliation of those measures to the most
directly comparable GAAP measures on the Regulation G slides included as slides 11 through 15 of this
presentation. We caution that Non-GAAP financial measures should be considered in addition to, but not as a
substitute for, our reported GAAP results.

3

Q2-2012 Overview

nContract revenue of $267.4 million as compared to $218.2 million in the
prior year quarter

nContract revenue grew organically 19.2%, highest organic growth in over 7 years

nAdjusted EBITDA of $24.7 million in Q2-12 grew 52.5% compared to Q2-11

nGAAP net income of $0.10 per share diluted compared to Non-GAAP net loss per
share diluted of $(0.03) in Q2-11

nRecord Backlog of $1.819 billion and largest sequential increase in 6 years

Note: The organic revenue percentage of 19.2% excludes revenues from businesses acquired during the second quarter of fiscal 2011
from each period. Non-GAAP net loss per share diluted of $(0.03) in Q2-11 is adjusted for after-tax acquisition related costs and loss
on debt extinguishment.See “Regulation G Disclosure” slides 11-15 for a reconciliation of GAAP to Non-GAAP financial measures.

4

nTop 5 customers from Q2-12 represented 58.3% of
revenue in Q2-12 compared to 61.0% of revenue
in Q2-11

ØCenturyLink became Dycom’s largest customer
for the first time at 14.5% of total revenues

ØVerizon’s organic growth in excess of57% year-
over-year

ØWindstream more than doubled year-over-year
with organic growth of 115%

nOrganic revenue growth of 19.2%, excluding revenue
from businesses acquired during the second quarter
of fiscal 2011 from each period:

ØRevenue from Top 5 customers up 14.9%

ØCombined revenue from other customers up
25.8%

ØCommunication Services and NeoCom, acquired
during Q2-11, contributed aggregate revenues of
$13.6 million during the quarter

* For comparison purposes, CenturyLink includes combined revenues from CenturyTel, Inc. and Qwest Communications International, Inc. for each period presented.

Additionally, Windstream Corporationincludes revenues from Kentucky Data Link, Inc. for each period presented.

Note:See “Regulation G Disclosure” slides 11 -15 for a reconciliation of GAAP to Non-GAAP financial measures.

5

Backlog and Awards

Current Awards and Extensions

Customers	Description	Area	Approximate Term (in years)
nAT&T	Wireless Construction Services	Georgia, Florida	3
nCenturyLink	Construction and Maintenance Services	Oregon, Washington, Utah, Ohio, Tennessee, Pennsylvania, New Jersey, Virginia, North Carolina, South Carolina	2
nWindstream	Construction and Maintenance Services	Alabama, Georgia, North Carolina, South Carolina	2
nFrontier	Construction and Maintenance Services	West Virginia	3
nSaskTel	Construction and Maintenance Services	Saskatchewan, Canada	2
nVarious	Rural broadband	Wyoming, Missouri, Kentucky, Tennessee, North Carolina, South Carolina	1-2

Record backlog at $1.819 billion

6

Summary Results

($ in millions, except per share data)	Q2-11 (Non-GAAP)	Q2-12
Net Income (Loss)	$ (1.2)	$ 3.5
Fully Diluted EPS	$(0.03)	$0.10

Organic revenue growth of 19.2%, highest growth in over 7 years

Adjusted EBITDA growth from improved performance

EPS of $0.10 per common share diluted

Revenue from Telecommunications customers 83.8% of total

Note: The organic revenue percentage of 19.2% excludes revenues from
businesses acquired in Q2-11 from each period. See “Regulation G
Disclosure” slides 11-15 for a reconciliation of GAAP to Non-GAAP financial
measures.

Adjusted EBITDA-
Non-GAAP as a %
of revenues 7.4% 9.2%

7

Selected Information

(a)Amounts may not foot due to rounding.

(b)Percentages disclosed under the financial amounts for Q2-12 and Q2-11 represent the percentage of contract revenues for the applicable
period.

Q2-12

Q2-11

Change (a)

($ in millions)(b)

Contract Revenues

$267.4

$218.2

$49.2

Cost of Earned Revenues

$220.2

82.4%

$181.6

83.2%

$38.6

(0.9)%

General & Administrative -
(Non-GAAP Q2-11)

$24.3

9.1%

$21.6

9.9%

$2.7

(0.8)%

Depreciation & Amortization

$15.5

5.8%

$15.8

7.2%

$(0.3)

(1.4)%

Interest expense

$4.2

1.6%

$3.8

1.7%

$0.4

(0.2)%

Other Income, net

$2.4

0.9%

$2.2

1.0%

$0.2

(0.1)%

Net income (loss) - (Non-
GAAP Q2-11)

$3.5

1.3%

$(1.2)

(0.6)%

$4.7

1.9%

Adjusted EBITDA - Non-
GAAP

$24.7

9.2%

$16.2

7.4%

$8.5

1.8%

Organic revenue growth of 19.2%,
excluding revenue from businesses acquired in Q2-11
in each period

nGrowth within existing contracts

nRural broadband projects

Adjusted EBITDA % grew over 180
basis points as a % of revenue to
$24.7 million in Q2-12

nImproved labor efficiency

nCost control and greater leverage of
general & administrative costs

Note:See “Regulation G Disclosure” slides 11-15 for a reconciliation of GAAP to Non-GAAP financial measures.

8

Cash Flow and Liquidity

Strong operating cash flows and
targeted capital spending support growth

nCash Flow from Operations of $51.4 million

nCombined days sales outstanding on trade
receivables and net unbilled revenues were
63 days in Q2-12

nCapital expenditures, net of disposals, of
$20.1 million

Balance Sheet Strength

nCash and equivalents at $86.2 million,
increased $41.4 million since Q4-11

nAmple liquidity from cash on hand and
$185.9 million of availability under Senior
Credit Agreement

9

Summary

nEnd market opportunities driving organic growth

}Industry participants aggressively extending or deploying
fiber networks to provide wireless backhaul services

}Broadband stimulus funding meaningfully increasing network
construction for rural service providers

}Cable operators deploying fiber to small and medium
businesses

}Wireless carriers upgrading from 3G to 4G technologies

}Telephone companies deploying FTTX to enable video
offerings

}Footprint expansion with customers as market share
increases

nIncreased market share has expanded the portion of revenues
that is recurring

10

Looking Ahead

nRevenue which grows high-single digit to low-double digits as a percent of prior year’s
quarterly revenue, after excluding Q4-11 storm work of $14.1 million for the Q4-12 comparison

nMargins and earnings which reflect operating efficiencies at higher revenue levels

nStrong cash flows dedicated as projected returns direct towards supporting organic growth,
accretive acquisition opportunities and share repurchases

nConfident that solid operating trends will continue for a sustained period

Q3 - 2012:

nRevenue which grows high-single digit to low-double digits as a percent of Q3-11
quarterly revenue

nGross margins which improve year-over-year by approximately 100 bps

nGeneral and administrative expenses influenced by performance based incentive plans and
equity awards resulting in a sequential quarterly increase approaching 10%

nDepreciation and amortization which increase slightly on a sequential basis

nOther income which increases over $2.0 million year-over-year reflecting increased asset
sales and pricing

nFully diluted share count which increases modestly on a sequential basis

11

Appendix: Regulation G Disclosure

The above table presents the Non-GAAP financial measure of Adjusted EBITDA for the three and six months ended January 28, 2012 and January
29, 2011 and a reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure. Adjusted EBITDA is a Non-GAAP financial
measure within the meaning of Regulation G promulgated by the Securities and Exchange Commission.  The Company defines Adjusted EBITDA as
earnings before interest, taxes, depreciation and amortization, gain on sale of fixed assets, stock-based compensation expense, loss on debt
extinguishment and acquisition-related costs.  The Company believes this Non-GAAP financial measure provides information that is useful to the
Company’s investors. The Company believes that this information is helpful in understanding period-over-period operating results separate and apart
from items that may, or could, have a disproportionate positive or negative impact on the Company’s results of operations in any particular period.
Additionally, the Company uses this Non-GAAP financial measure to evaluate its past performance and prospects for future performance. Adjusted
EBITDA is not a recognized term under GAAP and does not purport to be an alternative to net income, operating cash flows, or a measure of
earnings. Because all companies do not use identical calculations, this presentation of Non-GAAP financial measures may not be comparable to other
similarly titled measures of other companies.  These tables present a reconciliation of Adjusted EBITDA to the most directly comparable GAAP
measure.

12

Appendix: Regulation G Disclosure

(a) Year-over-year growth percentage is calculated as follows: (i) revenues in the quarterly period less (ii) revenues in the comparative prior year quarter period; divided
by (ii) revenues in the comparative prior year quarter period.

(b) For comparison purposes, CenturyLink includes combined revenues from CenturyTel, Inc. and Qwest Communications International, Inc. for each period presented.
Additionally, Windstream Corporation includes revenues from Kentucky Data Link, Inc. for each period presented.

Amounts may not foot due to rounding.

13

Appendix: Regulation G Disclosure

Amounts may not foot due to rounding.

(a) Non-GAAP adjustments in Q2-12, Q3-11 and Q2-11 reflect revenues from businesses acquired during Q2-11. Non-GAAP adjustments in Q1-12 reflect storm
restoration revenues($3.7 million) and revenues from businesses acquired during Q2-11 ($14.5 million). Non-GAAP adjustments in Q4-11 reflect storm restoration
revenues($14.1 million) and revenues from businesses acquired during Q2-11 ($14.1 million). Non-GAAP adjustments in Q4-10 result from the Company’s 52/53
week fiscal year. The Q4-10 Non-GAAP adjustments reflect the impact of the additional week in Q4-10 and are calculated by dividing contract revenues by 14 weeks.
The result, representing one week of contract revenues, is subtracted from the GAAP-contract revenues to calculate 13 weeks of revenue for Q4-10 on a Non-GAAP
basis for comparison purposes. Non-GAAP adjustments in Q3-09,Q2-09, and Q1-09 reflect storm restoration revenues recognized during those periods.

(b) Year-over-year growth (decline) percentage is calculated as follows: (i) revenues in the quarterly period less (ii) revenues in the comparative prior year quarter
period; divided by (ii) revenues in the comparative prior year quarter period.

14

Appendix: Regulation G Disclosure

15

Appendix: Regulation G Disclosure

Fiscal 2012

2nd Quarter Presentation

February 29, 2012